Amendments to the Pooling and Servicing Agreement Clause Samples

Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Seller and the CARCO Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates and the Indenture Trustee shall have received written confirmation from each Note Rating Agency that such amendment will not have a Ratings Effect. For purposes of any vote or consent under the Pooling and Servicing Agreement or any supplement thereto: (i) that requires the consent or vote of each Investor Certificateholder, each Noteholder will be treated as an Investor Certificateholder under the Pooling and Servicing Agreement and any related supplement thereto; (ii) that requires the consent or vote of any series of Investor Certificates, each series of Notes will be treated as a series of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto; and (iii) that requires the consent or vote of any class of Investor Certificates, each class of Notes will be treated as a class of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto. By their acceptance of a Note, each Noteholder will be deemed to have consented to any amendment to the Pooling and Servicing Agreement, the Series 2002-CC Supplement, the Trust Agreement and any other document or agreement relating to any of the foregoing for the purpose of providing for the transfer of Receivables from DCWR (or any additional seller under the Pooling and Servicing Agreement) to a bankruptcy remote special purpose entity and from such entity to the CARCO Trust and the substitution of a bankruptcy remote special purpose entity as the beneficiary of the Issuer.

Amendments to the Pooling and Servicing Agreement. By ------------------------------------------------- their acceptance of a Note, the Noteholders acknowledge that the Seller and the Master Trust Trustee may amend the Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates. For purposes of any vote or consent under the Pooling and Servicing Agreement or any supplement thereto: (i) that requires the consent or vote of each Investor Certificateholder, each Noteholder will be treated as an Investor Certificateholder under the Pooling and Servicing Agreement and any related supplement thereto; (ii) that requires the consent or vote of any series of Investor Certificates, each series of Notes will be treated as a series of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto; and (iii) that requires the consent or vote of any class of Investor Certificates, each tranche of Notes will be treated as a class of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto.

Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Transferor, Chase USA and the Master Trust Trustee may amend the applicable Pooling and Servicing Agreement and any supplement thereto without the consent of the Holders of any Investor Certificates (including the Issuing Entity) or any Noteholder, so long as such amendment or supplement would not materially adversely affect the interest of the Holders of any Investor Certificates.

Amendments to the Pooling and Servicing Agreement. (a) The following definition is hereby added to Section 1.01 of the Pooling and Servicing Agreement:

Amendments to the Pooling and Servicing Agreement. Effective on and as of the Effective Date, the Existing Pooling and Servicing Agreement is hereby amended in accordance with this Article II (the ---------- Existing Pooling and Servicing Agreement as so amended, and as the same may be further amended, supplemented or otherwise modified from time to time, being the "Pooling and Servicing Agreement"). ------------------------------- SECTION 2.1. Amendments to the Defined Term "Recoveries". ------------------------------------------- (a) The defined term "Recoveries" is hereby amended by: ---------- (i) deleting the word "amounts" contained in the first line thereof and inserting the word "payments" in place thereof, and (ii) inserting the words "from Accounts which, prior to being charged-off, were included" immediately following the phrase "with respect to charged-off credit card receivables" contained in the second line thereof.

Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Pooling and Servicing Agreement may be amended only pursuant to SECTION 13.01

Amendments to the Pooling and Servicing Agreement. By their acceptance of a Note, the Noteholders acknowledge that the Pooling and Servicing Agreement may be amended only pursuant to Section 13.01 thereof. For purposes of any vote or consent under the Pooling and Servicing Agreement or any supplement thereto: (i) that requires the consent or vote of each Investor Certificateholder, each Noteholder will be treated as an Investor Certificateholder under the Pooling and Servicing Agreement and any related supplement thereto; (ii) that requires the consent or vote of any series of Investor Certificates, each series of Notes will be treated as a series of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto; and (iii) that requires the consent or vote of any class of Investor Certificates, each class of Notes will be treated as a class of Investor Certificates under the Pooling and Servicing Agreement and any related supplement thereto.

Amendments to the Pooling and Servicing Agreement. The Pooling and Servicing Agrement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows: (a) The definition of "CREDIT AGREEMENT" in Section 1.01 thereof is hereby deleted in its entirety and replaced by the following:

Amendments to the Pooling and Servicing Agreement. Effective on and as of the Effective Date, the Existing Pooling and Servicing Agreement is hereby amended in accordance with this Article II (the Existing Pooling and Servicing Agreement as so amended, and as the same may be further amended, supplemented or otherwise modified from time to time, being the "Pooling and Servicing Agreement").